ADNOC Raises USD 1.64 Billion Through Successful Combined Offering of ADNOC Distribution Shares and Issuance of Exchangeable Bonds Attracting Foreign Direct Investment into the UAE

Cautionary statement on forward-looking information

This news release contains forward-looking statements about ADNOC and ADNOC Distribution that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” ”guidance,” “focus,” “on schedule,” “on track,” "is slated,” “goals,” “objectives,” “strategies,” “opportunities,” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the control of ADNOC and/or ADNOC Distribution and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, ADNOC, ADNOC Distribution, the Banks and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of ADNOC and/or ADNOC Distribution to proceed with either of the Offerings or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Banks and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of this announcement.

No prospectus or offering document has been or will be prepared by ADNOC in connection with the Offerings. Any investment decision in connection with the Offerings must be made on the basis of publicly available information. Such information has not been independently verified.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The Offerings and the distribution of this announcement and other information in connection therewith or herewith in certain jurisdictions may be restricted by law, and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United Arab Emirates, the United States, Australia, Canada, Japan or Saudi Arabia, or in any jurisdiction in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of the United Arab Emirates, Australia, Canada, Japan or Saudi Arabia. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United Arab Emirates, Australia, Canada, Japan, Saudi Arabia or to, or for the account or benefit of, any national, resident or citizen of the United Arab Emirates, Australia, Canada, Japan or Saudi Arabia. Any securities sold in the United States pursuant to the Share Offering will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A. Any securities sold in the United States pursuant to the Share Offering will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A. Any securities sold pursuant to the Exchangeable Bond Offering will be sold only in compliance with Regulation S of the U.S. Securities Act. Copies of this announcement are not being, and should not be, distributed in or sent into the United Arab Emirates, the United States, Australia, Canada,  Japan or Saudi Arabia. There will be no public offer of the securities in the United Arab Emirates, the United States or any other jurisdiction.

This announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
 
The press release is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended or superseded (the "Prospectus Regulation") including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") and/or part VI of the Financial Services and Markets Act 2000 of the United Kingdom. In the United Kingdom and member states of the European Economic Area, this announcement and any offers of securities, if made subsequently, will be only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (including as it forms part of domestic law by virtue of the EUWA). The securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with qualified investors.  This press release should not be acted upon or relied upon in any member state of the EEA or in the United Kingdom by persons who are not qualified investors.  

This announcement has not been reviewed, verified, approved and/or licensed by the Central Bank of the United Arab Emirates, the Securities and Commodities Authority of the United Arab Emirates and/or any other relevant licensing authority in the UAE, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the United Arab Emirates, including the Financial Services Regulatory Authority, the regulatory authority of the Abu Dhabi Global Market (“ADGM”), and the Dubai Financial Services Authority, a regulatory authority of the Dubai International Financial Centre (“DIFC”), or any other authority in any other jurisdiction.

This announcement does not contain or constitute a financial promotion in the United Arab Emirates, and is not an offer of the securities for sale or a solicitation of an offer to purchase the securities, in the United Arab Emirates, the ADGM, the DIFC or elsewhere.

This announcement is for distribution only to persons who (a) are outside the ADGM, or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the ADGM Financial Services and Markets Regulations 2015 (“FSMR”)), or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. 

This announcement is for distribution only to persons who (a) are outside the DIFC, or (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority Conduct of Business Module (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement may not be distributed in Saudi Arabia, except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations (the “Saudi Regulations”) issued by the Board of the Capital Market Authority (the “Capital Market Authority”) pursuant to resolution number 3-123-2017, dated 27 December 2017G, based on the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424H (as amended by Resolution of the Board of the Capital Market Authority number 1-104-2019 dated 30 September 2019G and Resolution of the Board of the Capital Market Authority number 1-7-2021 dated 14 January 2021G). The securities mentioned in this announcement must not be advertised, offered or sold, and no memorandum, information circular, brochure or any similar document has or will be distributed, directly or indirectly, to any person in Saudi Arabia other than to Sophisticated Investors within the meaning of Article 9 of the Saudi Regulations. The Offerings shall not, therefore, constitute a “public offer” pursuant to the Saudi Regulations. 

No PRIIPs/UK PRIIPs key information document (“KID”) has been prepared as not available to retail in EEA or in the UK. In connection with the Offerings, the Banks or any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any securities mentioned in this announcement and in that capacity may retain, purchase or sell for their own account such securities. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of such securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of ADNOC, ADNOC Distribution, the Banks and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to ADNOC, ADNOC Distribution or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the securities being offered pursuant to the Offerings. This announcement does not constitute a recommendation concerning either of the Offerings. The price and value of securities and any income from them can go down as well as up and, in the worst case, you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. There is no guarantee that either of the Offerings will happen and potential investors should not base their financial or investment decisions on the intentions of ADNOC and/or ADNOC Distribution or any other person in relation to either Offering at this stage. None of ADNOC, ADNOC Distribution and/or the Banks makes any representation as to the suitability of the Share Offering or the Exchangeable Bond Offering, as applicable, for the person(s) concerned and potential investors should consult a professional adviser as to the suitability of the applicable Offering for the person(s) concerned. 

The Banks are acting exclusively for ADNOC and no one else in connection with the Offerings. They will not regard any other person as their respective clients in relation to either of the Offerings and will not be responsible to anyone other than ADNOC for providing the protections afforded to their respective clients, nor for providing advice in relation to either of the Offerings, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offerings, each of the Banks and their affiliates may take up a portion of the securities in either or both of the Offerings as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities or related investments in connection with either or both of the Offerings or otherwise. In addition, certain of the Banks or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of the securities. None of the Banks or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.